Академический Документы
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Культура Документы
JAN 30 1997
PATRICK FISHER
Clerk
v.
MUTUAL GUARANTY
CORPORATION,
No. 96-3126
(D.C. No. 94-1524-DES)
(District of Kansas)
Defendant - Appellee.
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do anything . . . which will have the effect of destroying or injuring the right of
the other party to receive the fruits of the contract. Winfree v. Educators Credit
Union, 900 S.W.2d 285, 289 (Tenn. App. 1995) (quoting 17 Am. Jur. 2d
Contracts 256 (1964)).
While the implied duty of good faith and fair dealing applies to all
contracts, it is unclear whether Tennessee would extend the duty to the
performance of corporate bylaws, in which the relationship of the parties affected
by the instrument might differ from that of parties to a simple bilateral contract.
For the sake of argument, however, we assume that the duty does extend to
performance of bylaw provisions. See IBJ Schroder Bank & Trust Co. v.
Resolution Trust Co., 26 F.3d 370, 374 (2d Cir. 1994) (The rules of contract
interpretation are generally applicable to the interpretation of bylaws. (quoting 8
Fletcher Cyc. Corp. 4195 (rev. 1982))), cert. denied, 115 S. Ct. 1355 (1995);
Unigroup v. ORourke Storage & Transfer, 980 F.2d 1217, 1221 (8th Cir. 1992)
(noting that Missouri law specifically implies a duty of good faith and fair
dealing in every contract or by-law provision). We conclude that MGC did not
act in bad faith in implementing the express provisions of the bylaw.
By retaining KTCUs deposits, MGC did not injure the right of KTCU to
receive the fruits of the [insurance arrangement]. KTCUs complaint is that the
bylaw, with its 100% forfeiture provision, acted to lock in its membership.
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Appellants Br. at 41. This court has already considered the propriety of MGCs
motive and has held that under the circumstances facing the thrift industry and
MGC it was reasonable as a matter of law to adopt and use the bylaw to
strengthen the association. Central Kansas Credit Union, 102 F.3d at 1109-10.
The expected fruits of KTCUs relationship with MGC was the protection of the
credit unions assets. The bylaw, far from injuring or destroying KTCUs rights,
in fact helped to effectuate them. Moreover, we are unwilling to rewrite what
both parties agree is an express and unambiguous bylaw right via the rubric of the
implied duty of good faith and fair dealing: [i]t does not follow that acting
according to the terms of the by-law is a breach of good faith and fair dealing.
Unigroup, 980 F.2d at 1221. By applying the forfeiture bylaw upon KTCUs
withdrawalas it had upon the withdrawal of other credit unionsMGC did no
more than the bylaws expressly allowed, and its actions did not violate any duty
of good faith and fair dealing in its relationship with KTCU.
For the foregoing reasons, the judgment of the district court is
AFFIRMED.
ENTERED FOR THE COURT
Carlos F. Lucero
Circuit Judge
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